The Interest of the Company – A Driving Concept for Sustainable Business?: A European Inquiry Inspired by a Polish-German Comparison

Prof. Dr. Anne-Christin Mittwoch; Dr. Anne-Marie Weber LL.M.

doi:10.5771/9783748954446

Summary

The question of what purposes companies should serve is crucial within company law doctrine and jurisprudence. Legislators in various jurisdictions are increasingly questioning shareholder primacy and considering the interests of stakeholders such as employees, creditors, and consumers, as well as environmental protection. This book explores these developments and moves beyond the dichotomy of the shareholder and stakeholder models. As limiting the discussion to these two variants is misleading from the perspective of corporate sustainability, the book seeks to re-evaluate the concept of the company’s interest in light of the current ecological, social, and economic challenges arising under the umbrella of sustainability.
With contributions by Tonio Friedmann, LL.M. | Prof. Dr. Géraldine Goffeaux Callebaut | Morton Gullhagen-Revling | Dr. Ieva Kozlovska | Dr. Diletta Lenzi | Prof. Dr. Lela Mélon | Prof. Dr. Lina Mikaloniene | Prof. Dr. Anne-Christin Mittwoch | Prof. Dr. Andreas Rühmkorf, LL.M. | Dr. Dr. Christoph Schmetterer | Prof. Dr. Beate Kristine Sjåfjell, LL.M. | Aleksandra Szczęsna | Dr. Anne-Marie Weber, LL.M. This title is also available as Open Access.

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Bibliographic data

Edition: 1/2026
Copyright Year: 2026
ISBN-Print: 978-3-7560-3103-0
ISBN-Online: 978-3-7489-5444-6
Publisher: Nomos, Baden-Baden
Language: English
Pages: 349
Product Type: Edited Book

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1. Preface
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1. A. Introduction
2. B. Poland and Germany as Interdependent Economic Actors
3. 1. I. Contractual Cooperation: autonomous yet interdependent entities
  2. II. Co-governance in joint ventures
  3. III. Subsidiaries in Corporate Groups: legal Autonomy under strategic command
  4. IV. The Company’s Interest as a Normative Compass
4. D. Outlook
5. References
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1. A. Introduction
2. 1. I. Early developments.
  2. II. Partitions and legal fragmentation.
  3. III. Independence and unification.
  4. IV. Dormancy in a planned economy.
  5. V. Transition to a market economy.
  6. VI. The new Commercial Companies Code.
  7. VII. Interim conclusion.
3. 1. I. Terminological Foundations
  2. II. Diverse Normative Applications
  3. III. Normative Implications for Board Members’ Duties
4. 1. I. The autonomous company’s interest
  2. II. As a resultant of shareholders’ interests
  3. III. The resultant of shareholders’ and stakeholders’ interests
5. 1. I. Sparse prospects
  2. II. Glimmers of potential and their challenges
6. F. Reframing the company’s interest for sustainability – the way forward
7. References
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1. A. Introduction
2. 1. 1. 1. Serving the common good
    2. 2. From co-determination to legal doctrine: the shaping of the company’s interest
  2. II. Economically-motivated dichotomy of shareholder and stakeholder
3. 1. I. Implementation of sustainability-related management duties
  2. II. Sustainability in the German Corporate Governance Code (GCGC)
  3. III. Current academic discussions
4. D. Conclusion: A Perfect Match?
5. References
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1. A. A European Initiative for a Sustainable Corporate Governance
2. B. Contextualization: The Commission’s long way to sustainability in company law
3. 1. I. Directors’ duty of care – Considering sustainability interests
  2. II. Due Diligence Duty
4. D. The status quo: A challenged CSDDD in a jigsaw puzzle of sustainability
5. E. The future of the company’s interest as a vehicle for corporate sustainability
6. References
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1. 1. 1. 1. The Doctrinal Context
    2. 2. The Case Law Context
  2. 1. 1. The introduction of governance codes
    2. 2. The creation of a contractual company
2. 1. 1. 1. The Influence of Sustainability via Soft Law Instruments
    2. 2. The Influence of Sustainability via Hard Law Instruments
  2. 1. 1. The Weak Influence of CSR Concerns in Current Case Law
    2. 2. The Legislative Integration of CSR Concerns into Company Interest
3. References
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1. A. Understanding company’s interest in the Italian legal framework
2. B. The company’s interest in the Italian Civil Code: The definition of ‘Company’ under Article 2247
3. C. The company’s interest versus the shareholders’ interest
4. D. Directors’ duties in limited liability companies: The company’s interest versus the directors’ interest
5. E. The società benefit legislation
6. F. ‘Sustainable success’ in the Corporate Governance Code for listed companies
7. G. Final remarks: Sustainability and directors’ duty of care
8. References
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1. A. Introduction
2. 1. I. Corporatist Foundations under Francoism (1939–1975)
  2. II. Transition to Democracy and Legal Codification
  3. III. The Persistence of Family Business Governance
  4. IV. Post-Crisis Governance Reform and EU Harmonisation
  5. V. Doctrinal and Constitutional Ambiguity
3. 1. I. Introduction
  2. II. The LSC’s Doctrinal Ambiguity: A Constructive Indeterminacy?
  3. III. The Evolving Legal Content of Interés Social: Sectoral Reforms and Sustainability Mandates
  4. IV. Soft Law as Normative Glue: The Role of the CNMV
  5. V. Institutional Innovation and the Codification of Purpose: The SBIC
  6. VI. Conclusion: A Juridical Field in Motion
4. 1. I. Ownership as Infrastructure: Beyond Share Concentration
  2. II. Family Capitalism and the Temporal Logic of Purpose
  3. III. Blockholder Logic and ESG Absorption
  4. IV. The Case of the Cajas: Governance Without Accountability
  5. V. Path Dependency and the Limits of Post-Crisis Reform
  6. VI. Comparative Reflections: Spain Between Models
  7. VII. Conclusion: Reimagining Purpose Through Control
5. 1. I. From Reporting to Purpose: The Trajectory of EU Sustainability Law
  2. II. From Voluntary Responsibility to Legal Obligation: The CSDDD and the Hardening of Corporate Duty
  3. III. ESG as Governance: The CNMV’s Evolving Role
  4. IV. Spain’s Interpretive Convergence: From Compliance to Conceptual Change?
  5. V. Comparative Insight: A European Laboratory?
  6. VI. Conclusion: European Law as a Vector of Normative Realignment
6. 1. I. Financialisation Without Market Discipline
  2. II. The Political Economy of the Cajas: Stakeholder Rhetoric and Elite Capture
  3. III. Governance Reform and the Limits of Institutional Memory
  4. IV. The Persistence of Capture: Relational Capital and Soft Power
  5. V. Reclaiming Financial Governance: Toward a Sustainable Political Economy of Capital
7. 1. I. Social Sustainability: Family Firms and Employment
  2. II. Environmental Sustainability: The Juridification of Climate and CSR
  3. III. Spain as a Laboratory: Between Ownership Path Dependency and Legal Innovation
8. H. Conclusion: Redefining Corporate Purpose in Spain through Layered Legal Evolution
9. References
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1. A. Introduction
2. B. Historical Context: Self-Management and Transition
3. 1. I. The Companies Act: Core Legal Definition of Purpose
  2. II. Labor Relations Act: Embedding Employee Stakeholding
  3. III. Worker Participation in Management Act
  4. IV. Competition Protection Act: Corporate Ethics and Market Fairness
  5. V. Anti-Money Laundering and Terrorist Financing Act: Ethical Oversight as Governance Duty
  6. VI. Integrity and Prevention of Corruption Act: Purpose as Integrity
  7. VII. Financial Operations and Insolvency Act: Purpose in Times of Distress
  8. VIII. Environmental Protection Act: Legalizing Sustainability
  9. IX. Soft Law: The Corporate Governance Code for Listed Companies (2016)
  10. X. Constitutional Foundations of Stakeholder Governance in Slovenia
4. 1. I. Ownership Structure and Institutional Continuity
  2. II. Board Composition and Employee Participation
  3. III. Managerial Conceptions of Corporate Purpose
  4. IV. Resilience under Pressure: Financial Crises and Market Forces
5. 1. I. Germany and the Coordinated Market Economy Tradition
  2. II. The Anglo-American Shareholder Primacy Model
  3. III. Post-Socialist Divergences
  4. IV. Nordic Models: Foundations and Trust-Based Stakeholderism
  5. V. EU Harmonization and ESG Convergence
6. 1. I. Financialisation and Capital Market Pressures
  2. II. State-Owned Enterprises and Political Capture
  3. III. Generational Change and Managerial Mindsets
  4. IV. ESG: Between Substantive Duty and Market Capture
  5. V. Geopolitical and EU Integration Pressures
  6. VI. Normative Futures: Scenarios for Slovenian Governance
7. 1. I. Social Sustainability: Companies as Social Institutions
  2. II. Environmental Sustainability: Nature as a Constitutional Stakeholder
  3. III. Institutional Sustainability: Path Dependence and Resilience
  4. IV. Theoretical Implications: Corporate Purpose as Constitutional Choice
  5. V. Toward a Juridical Framework of Sustainable Capitalism
  6. VI. Closing Reflection: Shareholder Primacy is Not Destiny
8. References
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1. A. Introduction
2. 1. I. Conventional understanding of a company
  2. II. Corporate personality of a company
3. 1. I. Scholars on a company’s interest
  2. II. A company’s interest in case law
  3. III. A company’s interest and the regulatory framework
4. D. Receptiveness of the company's interest to sustainability imperatives
5. E. Conclusion
6. References
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1. A. Introduction
2. 1. I. The historic debate about corporate theory
  2. II. The common law duty to act bona fide in the best interest of the company
  3. III. The market for corporate control
  4. IV. The soft law approach to corporate governance
3. 1. I. Background: The Company Law Review process leading to the UK Companies Act 2006
  2. 1. 1. The shareholder value approach
    2. 2. The pluralist (stakeholder) approach
    3. 3. The inclusive approach (enlightened shareholder value)
  3. 1. 1. a) Good faith
      2. b) Success of the company
      3. c) Having regard to the list of factors
      4. d) Enforceability
    2. 2. Sustainability and section 172 (1) Companies Act: All talk, but no walk?
  4. 1. 1. Business review
    2. 2. Strategic report
    3. 3.Section 172 (1) statement
    4. 4. Non-financial and sustainability information statement
    5. 5. Slavery and human trafficking statement
4. D. After Brexit: convergence or divergence with European developments towards more sustainable companies?
5. E. Conclusion
6. References
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1. A. Introduction
2. B. The development of Austrian stock corporation law
3. C. The public interest in the formation of stock corporations
4. D. The public interest and the Management Board
5. References
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1. A. Introduction
2. 1. I. The legal sources for identifying the company's interest
  2. II. Legal starting points – when the company's interest is relevant
  3. 1. 1. The core of the pluralistic concept; the company's own economic interest
    2. 2. Shareholder interests are included in the company’s interest
    3. 3. Creditor protection is central to company law
    4. 4. Employees and local communities are also included
    5. 5. The inclusion of broader societal interests historically and now
3. C. A pluralistic company interest clashes with shareholder primacy
4. D. Concluding reflections: Towards sustainable corporate governance?
5. References
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